Men of Action Unite!
by Jorus C'baoth
Summary: A crossover between all three cartoons created by Man of Action: Ben 10, Generator Rex and Ultimate Spider-Man. Three teams of heroes unite to defeat their greatest enemies, and save all three worlds from total dominion at the hands of the evil conqueror, Vilgax
1. Chapter 1

_**Chapter 1 – Unlikey Enemies, Unlikely Allies**_

**Ultimate Spider-Man Universe**

**1**

The five of them sprung into action. While Power Man and Nova assaulted the thing with fists and nova blasts, respectively, Iron Fist and White Tiger delivered dual martial arts strikes which pushed it back against the wall. Spider-Man came in last, webbing the thing to the wall with the new, stronger webbing that SHIELD's tech division had just developed for him.

Unfortunately, the thing was stronger than the webbing. It ripped itself free, pulling a good deal of wall along with it. Spider-Man noticed that behind the wall had been Wolverine sitting in the bathtub. _And now I will never get that out of my mind... thanks, whoever you are!_ The thing jumped straight up and punched Nova in the face before landing on the wall of a building two blocks away. _I guess this wasn't such a bad day after all, if ol' bucket head gets clobbered._

Spider-Man reflected on the events which led them here. The five of them, in their disguises as normal teenagers, had been lounging around in the cafeteria at Midtown High, waiting for their next classes. Suddenly, the thing burst into the school, along with some friends. It looked overall like a normal human woman, with short black hair. But Peter Parker knew, as soon as her hands turned into a glowing purple sword and a glowing purple ball and chain, she wasn't exactly human. There was something eerily mechanical about her.

So the five of them—Peter Parker, aka Spider-Man; Danny Rand, aka Iron Fist; Ava Ayala, aka White Tiger; Luke Cage, aka Power Man; and Sam Alexander, aka Nova—sprung into action, corralling their fellow students away from the cafeteria, without drawing attention to themselves, and then they donned their costumes. Spider-Man started off the fight, firing his web balls at the strange woman's face. She was fast, however, and either dodged them or cut them to pieces with her sword. Next, she flung her mace-on-a-chain straight at Power Man, sending him into one of the support pillars.

"Nova!" Spider-Man shouted, "hit her with the bright lights!"

"Got it, Webbs!" Nova intensified his energy field, creating the equivalent of a human flash grenade. The woman shielded her eyes, but her friends decided to take advantage of the situation. They looked like ninjas, and moved like trained soldiers, but Spider-Man suspected they were a cross between the two. They pounced on Nova like a football team tackling the opposing quarterback (or Peter himself, if it was gym day).

"Nova!" Spider-Man shot a web-line out at one of the black suited figures and flung him at one of his friends. Both broke apart in a brilliant explosion of metal and robotics. _So the foot soldiers are robots, a lot like ol' Doc Doom's troops._ "Guys! The black-suits are robots! Don't worry about holding back!"

Power Man got back up from his crater in the floor and grabbed two of them by the head. "I was hopin' you'd say that!" He promptly smashed the two robots' heads together.

White Tiger clawed at the robots' faces, knocking them down in seconds, while Iron Fist used his trademarked iron fist and knocked their heads clean off. Nova got back up and showered them with nova blasts, taking care of the group that had tackled him to the floor. Within seconds, the team had destroyed all of the robots, and were left with the woman, who simply stood there, laughing.

"What's so funny, techno-witch?" White Tiger spat at her.

"All you did was destroy a few dozen Black Pawns, you've still got me to deal with."

Spider-Man jumped up on the ceiling above her and brought himself down using a web-line. "Oh yeah? Got a name, Madame Crazy-Hands?"

"As a matter of fact, I do. My name is Black Knight, and I'm your worst nightmare!" That sentence led to the fight that eventually ended in the team losing her after she jumped on the building, and disappeared. Spider-Man simply stood there, wondering where the Black Knight had come from, and what she was after.

**2**

Black Knight's contact awaited her on the rooftop of the Latverian Embassy. He wasn't human, for certain, and didn't come from this world in more than one sense. He stood at seven and a half feet tall, and that was hunched over. His mouth was always wide open in a devilish smile, speaking or silent. He didn't talk out of his mouth. Sound receptors in his throat did his talking. He had one cyclopeon "eye" in the center of his face, but it never truly saw anything. Photoreceptors in his face did his seeing. Normally, one arm was a cannon of sorts, though he had it condensed into a hand for now. No need to attract unwanted attention, even if the airspace above the embassy was a no-fly zone.

Black Knight returned and nearly missed her contact. He appeared from the shadows and greeted her with a very straight-to-the-point, "What did you think of them?" She spun around and readied the sword she could build with her arm. "I'm sorry. Did I startle you?"

"As a matter of fact, you did. Sneaking up on a person isn't advised, especially if that person is me." She returned her hand to normal. "They're a bunch of kids, both figuratively and literally. They wear costumes, and go by stupid little codenames. At least Rex went by his real name."

"The leader?"

"He calls himself Spider-Man, wears a goofy red and blue outfit and spits webs everywhere. He can cling to walls and he's clearly the one with any real experience."

"I see. Who's the major threat of the group?"

"Probably the spider. As I said, he has real experience. He did a lot more watching than anything else, almost like he was studying me."

The contact scratched his chin and chuckled somewhat. "Just like Tennyson." He focused his attention back on Black Knight. "Come. Our mutual friend wants us."

**3**

Black Knight and the contact entered the embassy, walking into the throne room. Upon the seat where usually a monarch of the world's most industiralized third world contry would sit, now sat a figure as alien as the contact. He wore a face mask, necessary for breathing after a devestating injury six years prior. Muscular enhancers jutted from his skin on his left shoulder, still the weakest of his limbs. A gauntlet adorned his right hand, a red jewel gleamed from it. Tentacles fell from his face, dropping to his chest like some fleshy rendition of a hermit's beard. Unlike Black Knight's pale-colored human flesh, or the contact's red and black techno skin, the mutual friend's skin shone a pale green, with black veins coursing along it. His eyes glowed red. Nearly every word he spoke was echoed by a growl.

"Well, Black Knight, would the heroes of this world be worth the time it would take to defeat them?"

"Of course. I gave Malware my full report when I arrived, so he can develop countermeasures for them."

The mutual friend turned to Malware. "And what about your discovery in the Null Void?"

A fourth figure entered the room. This one, similar to Black Knight, was human. He had a full head of long hair, and his left arm was a mechanical gauntlet. He wore the clothes of a European conqueror. He wore a perpetual smile, as if he was privy to some joke he would not tell the others even if it killed him. "The Alpha Nanite, my Lord, will be completed as soon as our Latverian host, Doctor Doom, finishes the designs that Malware and I developed for him."

Malware nodded. "Van Kleiss is taking care of getting Doom to work on time. I have copied all Latverian technology, and though it is primitive in comparison to Galvan technology, it will be sufficient to repair Alpha's damaged body."

The mutual friend nodded. "Good." He stood and stepped down from the throne, joining his accomplices. "When the Plumbers discovered my body floating in space after the battle with Tennyson, it was uncertain to them if I would even live. Now, I've conquered a dimension as alien to me as I am to humans, and I'm on the way to conquering a second. Once we have taken over this world, Tennyson will stand no chance against us, and our combined powers." He looked at Malware and Van Kleiss, "Technology." He looked at Black Knight, "Nanites." He held up his gauntlet, "Magic." He looked over at a tube, big enough to hold a normal sized human, "And, soon, complete control over the very dimensions themselves."

Inside the tube was a man who looked to be about fifty or sixty, but was actually older than the space-time continuum itself, partially because he had traversed it a thousand times over, and that was before the advent of the human race. He was broken, bloodied, and near death, a state he never thought he'd reach, but the power of the being that defeated him was greater than anything he'd ever faced. He looked up at the being now, into the red eyes of his own conqueror. "Tell me, Paradox," the being said, "how does it feel to know that your secrets will soon be mine?"

With what he always assumed would be his last breath, he said, "You'll never win, Vilgax..." and then he fell into unconsciousness once again. Underneath the mask on his face, Vilgax smiled. After six years of defeat and punishment at the hands of Ben Tennyson and his Omnitrix, his plans of dominion would soon come to fruition.


	2. Chapter 2

_**Chapter 2 – Hi Pete, I'm Ben**_

**Ultimate Spider-Man Universe**

**1**

When all was said and done, Peter and his team returned to their home and compared notes. Ever since the SHIELD Helicarrier had been almost destroyed by Venom and the Green Goblin, Peter's team had lived with him and his Aunt May. He didn't mind the company—at least there were people in the house who knew his secret life as Spider-Man, and in fact had secret lives of their own—and it allowed them their planning sessions.

"What could make her turn her hands into tech?" Ava asked, running through SHIELD files on her laptop. Thanks to her computer prowess, she was the group's hacker. Fury would probably kill them if he knew they did this, but Ava covered her tracks well. "I can't find a single file in here about baddies that could do that."

"And what's with those robots?" Sam asked, stuffing a chocolate bar into his mouth. "Doctor Doom could take a few lessons from her on how to build robots, they were tough to bring down."

"I don't know about her robots," Danny said, sitting cross-legged in a pose that monks had taught him, "but her chi was very off, as if she had some form of technical advancement that we haven't seen before."

"Everything about her screamed 'advanced tech'," Luke said, catching the ball that he was bouncing against the wall, "and I don't think SHIELD's faced anything like her before. She was out of this _world_, guys."

Finally, Peter spoke up, "I think you're more right about that than you wanna be, Luke."

"Whattya talkin' about, Webbs?" Sam asked.

"I don't think she's from our dimension."

"Whoa, whoa, whoa," Ava's eyes suddenly darted upward from her laptop, "look, we've fought some weird bad guys, but, different dimensions? SHIELD's tech division says that's only theoretical, and that only a super genious like Tony Stark or somebody like that would be able to figure it out."

"And Tony Stark _did_ figure it out, he showed me a chamber that would send you to a different dimension, but it was random. We used it to take down the Living Laser."

"So, what? Iron Man broght that chick here?" Sam asked.

"I don't think so, but Doc Doom's a pretty smart guy, maybe he made the same kind of dimensional doorway that Tony did, and brought this lady here from a different dimension. That would explain the robots."

"In that case, I think we need to go to the Latverian embassy and pay Doom a visit," Sam said, standing up from Peter's bed.

"Whoa, are you crazy?" Ava nearly screamed. "That embassy is sovereign territory of Latveria, going there could put us in a _lot_ of trouble!"

"That didn't stop Webbs and Captain America from going in there and kicking Doom's butt just to get Cap's shield back."

"Yeah, but Fury found out that Doom was stealing SHIELD stuff, otherwise me an' Cap would have been on our own then, too," Peter said, taking a drink from a can of soda on his dresser.

"Wouldn't a multi-dimensional take over warrant a raid on the Latverian embassy?"

Peter practically slapped himself in the face. _So the bucket head can think of that, but I miss it? Great job, Peter._ "Okay, suit up, everybody. Latverian embassy in ten minutes."

**Generator Rex Universe**

**2**

He had once been called a hero. Thanks to the powers granted to him by the nanites, Rex Salazar had saved the world from evos on an almost daily basis. Agent Six, Doctor Holiday, Bobo the monkey—they were all imprisioned now, just like him, though they at least got indoor prisons. He was shackled to an archway, and now simply hung there. The cuts in his mouth from where Black Knight's energy mace had hit him were finally healing, though he'd long since stopped bleeding. The whip slashes on his back, however, were another story.

It had been three days since the invaders came. He and Six had been taking care of a disturbance Van Kleiss had stirred up in Los Angeles when the doorway opened up. It reminded him of the one that had first brought Ben Tennyson to Rex's universe, only instead of a kid who turned into different types of aliens, it brought death and destruction.

The first one through looked similar to the alien Ben had called Upgrade, only it was red and black instead of green and black. It's face was frozen in a perpetual smile, though not one that would have put anyone at ease. It's right arm was a cannon, and that's when the chaos ensued. Suddenly, Van Kleiss had been forgotten, and Rex and Six focused their attention on the villian they'd come to know as Malware.

Unfortunately, Malware wasn't the only threat from another dimension. The Mechamorph alone had been a problem. Every build that Rex could make, Malware could replicate a stronger version. Even Six had a hard time keeping up with it, and was constantly being thrown around. Rex was already struggling to stand by the time the second invader arrived. That one was taller than Malware, wearing a breathing aparatus and muscle enhancers. He was known as Vilgax.

Rex built his sword and rushed at Vilgax, only for the alien to draw a sword of his own. Not only was Vilgax naturally stronger, but Rex was winded and weak from Malware's assault. He never stood a chance. Above a crowd of millions and on the televisions of billions, Vilgax held Rex by the neck and declared himself conquerer of this dimension. Even Providence stood no chance against Vilgax's robotic army.

Black Knight was the one to whip him, the one to bloody him as he was shackled to the archway, all the while robots roamed the streets, holding the world in a state of constant martial law. Van Kleiss stood before him once, his hands clasped behind his back, a wicked smile on his face.

"How the mighty have fallen, young Rex," he said, in his cultured voice, "so sorry that none of this went the way you wanted it." Rex attempted to speak, but all that came out of his mouth was a sticky wad of blood, which dripped from his mouth to the ground only centimeters from Van Kleiss's feet. In disgust, the villain took a step back and the smile on his face turned into a scowl. "Defiant to the last, I see. I expected no less from you. Your parents did the same."

Van Kleiss grabbed Rex by the chin and held his head upward, so that they were facing one another. "Don't worry, I have personal assurances from Lord Vilgax that you'll be kept alive long enough for me to deal the final blow. Once he's taken over all the dimensions, I shall be given control of this one, and I'll finish the job I started six years ago when I killed your parents." Rex said nothing, and spat another wad of blood out, this time splattering it all over Van Kleiss's coat. "Fine, have it your way. Lord Vilgax and I are off to another dimension, where a group of heroes even more pitiful than you will be dealt with."

As Van Kleiss walked away, Rex tilted his head up and said, "You're gonna screw him over, aren't you?" Almost as if he was surprised, Van Kleiss turned his head and looked at him out of the corner of his eye. "You betrayed Black Knight the first second you could, and you're gonna do the same to Vilgax, aren't you?"

Van Kleiss smiled and continued walking away. "And I thought you were just a simple, dimwitted 'hero', just like all the rest."

**Ultimate Spider-Man Universe**

**3**

Spider-Man landed on the building first, and tried to get a look in the windows. Iron Fist followed, his free climbing skills allowing him full access to a rooftop highway, same as White Tiger. Nova carried Power Man, and they landed just a few minutes later.

"Okay, Webbs, what's the plan?" Nova asked.

"We go in there, use our SHIELD authority and demand to know what it is Doom's doing with people from alternate dimensions."

"Great plan," White Tiger said, sarcastically, "so what do we do if his Doombots try to rip us a new one?"

"I haven't thought that far ye—" he was cut off by a brilliant flash of light off to the side, where a human-shaped figure walked into their dimension from another. When the light cleared, Spider-Man saw a kid his age standing there, wearing a simple pair of jeans and a black shirt with a single green stripe going up the center, the number 10 inside a circle on the chest. On his left wrist was a white and green watch. "Who the heck are you?"

"The name's Ben Tennyson, and I'm looking for a red Galvanic Mechamorph named Malware, have you seen him?"


	3. Chapter 3

_**Chapter 3 – The Fight**_

**Ultimate Spider-Man Universe**

**1**

Ben Tennyson stood there, simply staring at the five costumed teens in front of him. One of them was wearing red and blue with a spider motif, one was wearing black and yellow with a professional wrestler's look, one was wearing green and yellow with a ninja-like mask, one was wearing white with black tiger stripes at certain places and one was wearing yellow and blue with a bucket over his head. Suddenly, Ben felt very underdressed for whatever costume party these five were headed for.

The girl in the white/tiger stripe outfit looked over at the spider and asked, "Who's this clown?"

"I guess you guys don't have a Ben 10 in this universe, either," Ben said, shrugging. "Okay, did you guys know that there are aliens out there?"

The bucket headed one laughed. "See Webbs, you're not the craziest one out there, after all!"

The green and yellow ninja walked up to Ben and looked him over. "Your chi is at an imbalance with this world, you come from another."

Ben raised an eyebrow. _Chi? Okay, what's wrong with this guy?_ "Look, my name's Ben Tennyson, and I came from my dimension to find a big tall alien named Malware, he's probably six-and-a-half feet tall, red and black, one hand's a giant death ray—any of this ring a bell?"

Bucket Head landed in front of him and started poking him in the chest. "Look, Ten-skins, or whatever you just called yourself, we're not interested in 'aliens', okay? We need to go in there and beat the snot out of an Eastern European dictator with a bunch of robots, and things are probably gonna get ugly."

Before Bucket Head could turn around, a laser beam blew a hole open in the wall of the embassy, sending the six teenage heroes scrambling for cover. Webbs (as Bucket Head called him) swung by and grabbed Ben before a piece of debris landed on him. They landed on the rooftop of a building just on the other side of the street. "Look, not that I agree with Nova or anything, but you need to stay out of the way."

Ben held up his wrist. "Don't think I'm helpless, spider boy." He spun the control dial and slapped the Omnitrix core down. He'd used Fourarms so much, that changing into that alien was almost like changing a shirt. Suddenly, his human skin changed to a deep red color, and his shirt grew a second set of sleeves. The four eyes on his face saw no more really than his normal two, but they were incredibly striking when you'd never seen them before. With his now deeper voice, Fourarms said, "Now just tell me who to pound."

**2**

Spider-Man blinked twice as Ben changed from a human into a four armed alien with red skin, right before his eyes. "Uh... that way?" He weakly pointed in the direction of the embassy.

The team burst into action, with Ben aiding them. The source of the laser was a slightly hunch-backed creature, red and black in color with a very evil looking smile on its face. It didn't take long for him to fit Ben's description of 'Malware' to this thing, it was a perfect match. Suddenly, the creature changed itself into a sort of sled/motorcycle, hovering over the ground. It thrust forward, straight into Power Man, knocking him into a street light. White Tiger landed on top of it, grabbing the handlebars, and tried to steer it away from them, but Malware changed shape again, back to its 'normal' form, only with swords for hands, much like Black Knight had done.

Spider-Man swung, jamming his feet into Malware's face. He succeeded in knocking Malware back maybe a few feet, but Malware caught him on the rebound, firing off a laser cannon from its shoulder. He didn't take the blow directly, but the heat burned a line across his back, sending him down to the street below. Iron Fist used his supercharged fists to pummel Malware's face, but the creature grabbed his arms and started pulling in opposite directions. Luckily, Ben was there, sending two of his four fists into Malware's face and stomach, respectively. Iron Fist landed on the street on his back, and writhed in pain. Nova started shooting nova blasts at Malware, doing his best to miss Ben, but their assaults seemed to be doing little to the alien.

Spider-Man propped himself up with his elbows. _I think we're a little out of our element here..._ He coughed, feeling blood drip from his lips. _Oh yeah, _way_ out of our element._

**3**

Fourarms landed blow after blow into Malware's face, but something was different about him. Back when he was eleven years old, Ben could do more damage to the Mechamorph than the six of them were doing now. Not only that, but he could recognize some of Rex Salazar's mechanical builds in Malware's new attacks. As a team, they didn't seem to stand even half a chance.

He grabbed Malware by the arm and flung him at the embassy, just in time for the wrestler-looking guy to start his own pounding, but he was batted away by something else that was walking out from behind Malware. Fourarms stood there in shock.

"Alpha!"

The nanite creature stood there, a cold stare that practically cut a hole though Fourarm's heart. "Ben Tennyson, it's nice to see you again." Alpha picked up Wrestler and held him by the throat. "These inferior forms lack my nanite brothers. Why?"

A woman wearing black walked through the hole in the wall next. Fourarms recognized her as the Black Knight, the head of Providence when Ben was in Rex's universe. "They don't have nanites because they haven't been invented in this universe," she answered. "But don't worry, you'll be back in our universe, soon."

Fourarms ran at the two nanite-powered villains, throwning a punch at both of them. He hit Alpha, but Black Knight dodged him and used an energy mace build similar to Rex's smash hands to knock him away. Suddenly, Black Knight's face was covered by webbing.

"You talk too much, lady!" the spider shouted, landing right at Fourarms's feet. He helped Wrestler up first, then Fourarms. Tiger Stripe started assaulting Alpha, but she was just a distraction, just like Bucket Head was for Black Knight. "Can ya change into anything lighter weight? Both of you are too big!"

Ben shut off the Omnitrix mentally, letting Spider let go of him. He was about to change into a different alien, but someone else jumped out in front of them. This one was human, with long hair, and a gauntlet for a left arm. He didn't attack them, he just stood there. Bucket Head and Tiger Stripe were with them now, carrying Green Ninja. _I don't think this'll end well,_ Ben thought.

Another villain landed off to their right, this one with four mechanical arms protruding from his back. His hair was shaggy and long, and he was overweight. A sixth one landed to their left, a giant green monster wearing a black jump suit. It's face very goblin-like. From out of somewhere came a creature that looked like a larger version of Spider, only completely black with a white spider emblem on its chest and an open mouth full of razor sharp teeth.

"Guys, I don't think we're gonna make it," Tiger Stripe said, her voice quivering.

"You're right about that, little tiger," Malware said, coming up behind them.

A light suddenly shone on them, from up above. Ben looked up and saw what could only be described as a cross between a boat and a helicopter floating there. Soldiers in jetpacks slowly descended, aiming laser rifles at all of the villains. "Unknown entities!" someone from the weird vehicle shouted through a PA system, "you are now in the custody of SHIELD! Relinquish whatever weapons you carry and lay prepare to be taken into custody!"

Someone started laughing. The laugh made Ben's knees go weak, and his he could swear his heart stopped beating. _It can't be..._ He didn't want to turn around and look, but he was compelled. Time seemed to slow down as he turned, and he imagined he could see every particle in the air. _It's impossible!_ The laughing continued, and Ben suddenly felt like he was about to wet his pants. _No! No no no no no!_ Once he was completely turned around, he saw him standing there, just standing there, as if there were nothing else in the world except them. _NO! IT'S IMPOSSIBLE! YOU'RE DEAD!_

Vilgax stood there, his red eyes staring straight at Ben.

**4**

Spider-Man had been happy that Fury and the Helicarrier had arrived until he heard that creepy laughter. Then, seeing Ben's completely horrified face as the green monster revealed itself, he had to admit that he was scared, too.

"Unidentified alien!" Fury shouted, "Relinquish any weapons and prepare to be placed into SHIELD custody!"

The alien continued to laugh, though its eyes never left Ben. Suddenly, it held up the gauntlet it wore on its right arm and fired a beam of light, not a laser, directly at the Helicarrier. The Helicarrier was spliced in two, right at the center of the ship. The front half and the back half fell separately, with dozens of people jumping off and pulling parachute rip cords. Some didn't have chutes, however.

"Ben Tennyson!" the alien shouted. "Fate has been kind to me! I came here to conquer this universe much as I conquered the last, but with you here, I can finally kill you and take what is rightfully mine!"

Ben did something on that fancy watch of his and changed into the four armed alien again. "You're dead, Vilgax!" he screamed, running toward the alien. Malware and Black Knight got out of his way and didn't attempt to stop him as Ben jumped up onto the embassy roof and tried to attack Vilgax. Unfortunately, Ben was too weak from the fight with Malware, Vilgax swatted him away like a fly. "_I killed you!_"

Vilgax threw a left-handed punch right into Ben's stomach, causing blood to spill from Ben's mouth and probably breaking a rib or four. "Killed me? Hasn't six years of fighting told you anything about me, you pitiful human?" The alien elbowed Ben in the back. "I survived nuclear explosions, that whelp Xylene's assault on my ship, your continued attacks, and my own ship's self destruction." Vilgax slapped Ben across the face with his gauntlet, knocking out several teeth. "I _can't_ die!" He picked Ben up by the throat. "You are a completely different matter altogether. I can squash you like a bug under my heel." He threw Ben down, causing him to land directly at Spider-Man's feet. He changed back into a human, though the injuries stayed. "But first, I'll let you and your weak, helpless friends live, to enjoy the fruits of my labor." He addressed his fellow villains. "Destroy this city! Raze it from the ground and leave no one alive! Let the _heroes_ see how much they've failed!" Vilgax spat the word _heroes_ like it was a curse.

And then all the villains sprung into action. Malware, Black Knight, Alpha, Doc Ock, Green Goblin, Venom, and the human all began attacking New York, destroying buildings and killing SHIELD agents and citizens alike. Even though they were no longer surrounded by the villains, they were all still frozen in horror.

Spider-Man—Peter Parker—fell to his knees. They'd lost. SHIELD stood no chance against the onslaught of the villains, they'd all been broken and bloodied by Malware alone, and now Ben was practically a vegtable after Vilgax's assault. Everyone he knew and loved was probably going to die in the next ten minutes. _I failed you, Uncle Ben..._ A tear ran down his face under the mask. The one person he swore he'd never fail again, and he had just failed spectacularly. The ultimate Spider-Man? An amazing Spider-Man? He was none of these. He wasn't even Spider-Man anymore. He was the failure that let an invading army of multidimensional evildoers conquer the world.

**Ben 10 Universe **

**5**

Kevin Levin stood beside the interdimensional portal that Azmuth had helped him build. Ben was _long_ overdue. His girlfriend, Gwen Tennyson, walked into the room and asked for the hundredth time if Ben had gotten back. She was afraid for her cousin, and Kevin could do little to console her. He simply shook his head and took another drink of his smoothy. _Ben, buddy, where are you?_

To his surprise, Gwen just ran up to him and buried her head in his chest. He held her, feeling her tears stain his shirt. Something told him that she could feel him, through some weird Anodite connection or maybe just because they were cousins born on the same day, at the same time. Kevin felt a tear of his own run down his cheek.

**Ultimate Spider-Man Universe**

**6**

Ben didn't refuse to get up, he simply couldn't. Every part of him was in pain, blood rushing through him to plug up wounds or even just to flow out onto the street. Vilgax was a million times stronger than he had been, and he wasn't alone. The worst villains in three universes were on his side, and all of them had defeated their respective heroes at least once.

It would take the heroes of three universes to even have a hope of defeating them.

_A/N: Listen to the Lord of the Rings version of "Requiem for a Dream" while reading this chapter and you'll swear you're in Manhatten watching this happen._


	4. Chapter 4

_**Chapter 4 – Trouble in the Omniverse**_

**Ben 10 Universe**

**1**

Gwen couldn't think straight, not with Ben missing in that other universe. She needed to do some meditation, like Grandma Verdona taught her to do. Anodites need daily meditation, that's what she'd said. _You can't hope to control your mana unless you control yourself_. At first, she'd thought that just meant controlling her temper, but over time she'd come to realize it meant controlling _everything_ about yourself.

She was right in the middle of the meditation when Grandpa Max walked in the room. "Sweetie, I have bad news."

"Is it about Ben?" she asked, hopping to her feet.

"I'm not sure, but it could be related. The Plumber transport that went to find Vilgax's remains after that last battle between him and Ben, they never came back."

Gwen's eyes widened in fear. "No... No, no, Grandpa, I was _there_, there's no way Vilgax could have come back from that. Ben..."

"I know, Gwen. It was a sacrifice I was sorry that Ben had to make at such a young age. It's never easy killing anyone, even someone as evil as Vilgax. I should know, I tried to do it twice."

"Grandpa, do you think Vilgax went to the universe that Ben's in now?"

"I don't know, but I'd be surprised if Vilgax wasn't going after Ben, even if he's still in this universe."

Gwen felt herself slump back down onto the floor, more frightened for her cousin than ever. In their last battle, Ben nearly tore Vilgax limb from limb, using an alien that he hated using—Alien X, a Celestialsapian. If Vilgax could have survived that, then he might truly be invincible, just like he boasted every single time they fought. Every nightmare she'd ever had in her life paled in comparison to the possibility of Vilgax still being out there. Bellicus and Serena, the twin beings that governed Alien X's actions along with Ben, had assured Ben that Vilgax wouldn't survive.

Gwen slipped back into meditation mode, searching metaphysically for someone that would be able to help them—Professor Paradox. The Time Walker should be able to find Ben no matter where in existence he was. In fact, that he hadn't shown up already was a big surprise. Then again, he never showed up at all when Ben went on that unexpected field trip to Rex Salazar's universe, maybe the professor was a little slow on the uptake sometimes. It had to be hard keeping track of things when you've experienced everything since before the dawn of time and long after the end of the universe.

There was a knock on the door. She'd been so invested in trying to contact Paradox that she hadn't seen Grandpa Max leave or close the door. She opened the door to see Kevin standing there, an odd look on his face. "We got a visitor."

**2**

He was called Agent Six. He'd been trained by master assassins, taken down dictators in third world countries no one had ever heard of (the countries, not the dictators), been one of the key people behind the downfall of the Consortium. He'd taken on Van Kleiss and held his own, fought countless Black Pawns and survived, defeated evos twelve times his size, but Malware had nearly killed him, and it made him angry.

Anger wasn't an emotion that Six felt often. He was normally very calm, cool and collected. He could often see the way out of a situation quicker than anyone else because he could always think clearly. It was a trait he valued, and one that had gotten him out of more than one sticky situation. But, the way Malware had absolutely beaten him... it had gotten to him. He needed revenge, and he needed it _now._

The teenager and the old man entered the room again. "My name is Max Tennyson," the old man identified himself, "magister of this sector of space."

"What's a magister?"

"It's a rank, equivalent to general. I'm a Plumber."

"So, in this universe, plunging a toilet puts you in the military?"

The teenager slammed his fists down onto the wooden table between them, and his hands began to mimic the texture of the wood. "The Plumbers are an intergalactic defense force, and don't act like you don't know that!"

Six turned his gaze onto the old man, though neither one could tell thanks to the sunglasses he wore. "Tennyson, huh? Just like that kid, Ben?"

The old man's eyes widened in surprise. "Ben? What do you know about Ben?"

"I met him, a few months ago, when he and the Alpha Nanite came crashing into my version of New York. He can vouch for me, if he's here."

The teenager balled his now wooden hands into fists again, ready to punch. "You know darn well he's not here, so stop pullin' this junk!"

"Kevin!" the old man said, a stern-ness to his voice. "He doesn't know where Ben is any more than you or I do." He focused his attention back on Six. "You're from Rex's universe, then."

Six nodded. "I am."

"How'd you get here?"

"This psychopath named Van Kleiss has a multidimensional gateway in his throne room. I borrowed it for a minute after destroying a bunch of robots that were guarding it."

"So, what are you doing here?"

"I needed to find you people, because of the aliens that came from this dimension and turned mine into a warzone stuffed with body bags."

"Aliens?"

"A red and black one with a laser for an arm."

"Malware?" Kevin asked in surprise.

"That's what he said his name was. He was a handful, and he took us down in less than ten minutes. After him came one that called himself Vilgax." That name sent obvious shivers down both of their spines. "I take it he's a problem?"

**3**

When the visitor said Vilgax's name, Gwen felt her heart stop. She couldn't—no, _wouldn't—_believe it. Vilgax couldn't be alive. Vilgax being alive was as much of a contradiction as China being a part of the United States. There was no way it could be true.

Grandpa Max walked into the room, followed by Kevin. None of them spoke for a few minutes, and Gwen knew why: they were all terrified. Vilgax was alive, Ben was missing. Odds were good that he was dead.

**4**

Six waited for the old man and the teenager to return, and this time, they were followed by a teenage girl. "So, what's the verdict?"

The girl said, "You're going to take us to your universe, and we're going to help you take it back."

"We'll need back up, full military support. And we'll need to free Rex, Holiday and Bobo."

"Who's Bobo?" Kevin asked.

"Bobo Haha. He's a sentient monkey."

The old man scratched his chin. "This is going to be a handful, isn't it?"

**Generator Rex Universe**

**5**

Rex licked some dried blood on the roof of his mouth while Van Kleiss wasn't looking. The loudmouth hadn't shut up since he got back from whatever universe Vilgax was conquering now.

"It was glorious, Rex. Watching all those innocents running, screaming, _dying_. And then, there was the look of pure horror on that Spider-Man's face, or at least, I assume there was a look of horror on his face, he wears an awful looking mask." Van Kleiss laughed. "Exquisite. I was beaming with happiness the entire time. It was like watching this world fall, times ten. Ben 10, in fact."

Rex lifted his head up. "Ben?" he asked, shakily.

"Ah, you know him. Yes, Lord Vilgax nearly killed him, but decided to let him watch. To watch another New York City fall, just as I saw our own fall... it was like music."

"You're insane, Van Kleiss."

"By your standards, yes. By my standards, and the standards of my peers, I'm a genious."

"You think Vilgax will really let you rule this dimension? He's gonna kill you just like he's gonna kill everyone else. He's a monster, and you're just gonna be pushed aside while he destroys everything."

"Perhaps. Though, perhaps I'll have Vilgax's strength for myself before he has the chance. Certainly, he's unaware of the nanites I injected into him, which will harness his power and transfer into my own nanites."

"I knew you'd have something up your sleeve."

"You're actually quite a smart boy when you put your mind to things, Rex."

Rex caught sight of a lightning flash out of the corner of his eye, then a second one. Lightning flashes were exploding all over the sky. Whatever was going on, Van Kleiss was as surprised as Rex was. Suddenly, the lightning flashes gave way to an interdimensional portal larger even than the one Malware and Vilgax had used to bring their army through. Airships—no, starships—of varying sizes came through, and riding on top of the first one through was none other than Agent Six himself.

"This shan't bode well."

With a strength he didn't realize he had, Rex built his smash hands and ripped through the shackles binding him to the archway. "You're right, Van Kleiss," he said, the dried blood in his mouth suddenly tasting very sweet, "and I'm gonna see to it that you're sent to one of the deepest, darkest places in the multiverse."

Van Kleiss started to laugh, a psychopath's laugh. "I do hope you can deliver on your promise to me, unlike the promise you gave the innocent dead."

Someone landed on the ground just a few feet away from Van Kleiss. It was a kid Rex's age, wearing a torn black shirt and blue jeans, his hair chin length. "I don't know who you guys are, but I'm Kevin Ethan Levin, and I'm hear to beat the snot out of some guy named Van Kleiss."

"You're in luck," Rex said, "that's the guy with the gauntlet for a hand."

Kevin's skin began to take on the texture of the concrete he was kneeling on. "Thanks, because I've been waiting to pound somebody all day."

"Oh, dear," Van Kleiss breathed.


	5. Chapter 5

_**Chapter 5 – Taking Back Our Worlds**_

**Generator Rex Universe **

**1**

Max Tennyson hadn't felt the anticipation of going into battle for a long time. The last all out war he'd been a part of was the Appaplaxian-Ectoneurite War back when Ben and Gwen were only toddlers. Sure, there had been dozens of other little skirmishes, including the battle against the High Breed just last year, but he hadn't stood on the bridge of a command ship—been ready to order thousands of good Plumbers to a situation that could probably be their death—for a very long time.

"Rook, where are we?" he asked Rook Blonko, Ben's latest partner. The kid was good, but he'd needed Ben's guidance and experience, and Ben needed his discipline.

"Based on GPS data given to us by Agent Six, we appear to be above downtown Los Angeles," Rook answered, reading every line of data on the screen in front of him. He had a very analytical mind, much like Ben.

"Max," Six's voice came over the intercom, "I see the kid, and Levin's engaged Van Kleiss."

"Roger that, Six," Max said, adjusting the collar of his Plumber battle suit, "get down there and give them a hand."

"You don't have to tell me twice."

**2**

Six propelled himself off of the ship, then, as he approached the nearest pair of buildings that were just a few feet apart, he used his swords to slow his descent. One of Vilgax's robots closed in on him, but using techniques culled from years of studying jujitsu, krav maga and various other forms of martial arts, he spun around the machine and sliced its legs in a diagonal pattern, then jumped onto its head and severed a part of it, destroying its electronic brain.

Two more robots quickly joined the fray, each coming from a different direction. He threw one of his swords at the closest, then jumped upon it and retrieved the blade. This distracted the second robot enough for him to push the first into it, using their own mechanical bodies against them. This was child's play.

Now he was back on his A-game.

The anger he'd felt toward Malware and Vilgax was still there, obviously, but he was able to push it into the background, and his normally unshakeable exterior appearance had returned. Now, he just needed to catch up to Rex and Levin.

**3**

Kevin felt right at home pummelling Van Kleiss. It didn't matter which baddie he was fighting, or even what dimension he was in, it _always_ felt good to tear into them. Van Kleiss was no different, in his mind, than Psyphon, Vilgax, Aggregor or any one of the dozen or so Forever Kings. They had a face, he could punch it.

The one thing that separated Van Kleiss from the rest of them, however, was that he could hold his own very well. Vilgax had brute strength, Aggregor had cunning, and Psyphon could dodge, but Van Kleiss was good at all three. More often than not, Kevin's fists would hit a wall, or a street light, or the dead husk of a robot instead of Van Kleiss. He was getting a little winded, but at least he wasn't doing all the work.

Rex was just as good a fighter as he was, using his mechanical builds in much the same way Kevin would change his concrete fists into maces or hammers. Rex would switch between his smash hands (he was glad Agent Six had given them all descriptions of Rex's builds) and his sword, or use both at the same time, one hand as a sword and the other as a smash hand. The kid fought exactly how it looked: as if the world was about to end.

It was obvious to Kevin that whatever torture Rex had gone through had not only toughened him up, but fueled a rage that Kevin very clearly understood. His time in the Null Void had strengthened him, taught him things, brought him to the brink of death and back, and from that experience, he'd found the strength to both escape the Null Void, and change his former ways. He hadn't always been one of the good guys, but he was making up for it with every breath he took. He only hoped that Rex wouldn't follow the opposite path.

Rex slammed a smash hand into Van Kleiss's back, propelling him forward directly into Kevin's concrete fist. Blood dripped from the villain's nose, but he stood back up as if he'd simply taken a dodgeball to the face.

"You two really are pathetic," he said, his voice came through as clear as if his face _hadn't_ just been pounded a few dozen times by concrete and metal, "all this time wasted on me, while Vilgax and his horde conquer another world and set their sights on," he pointed at Kevin, "yours."

"We'll stop him, just like we're stoping you, Van Kleiss," Rex said, nearly growling.

"Really? And just why do you think you've stopped me?" As if on cue, Van Kleiss disappeared into a dimensional void that suddenly opened up behind him. His laugh echoed as the portal closed, leaving Rex and Kevin very empty handed.

"He do that often?" Kevin asked.

"No, he normally just runs away like any other bad guy."

A loud footstep to Kevin's left (Rex's right) caught their attention. Both teens looked in their respective directions and saw one of Vilgax's robots standing there, almost as if it had been watching them the whole time. And as sudden as its appearance was its demise, for Agent Six decapitated the machine in one very swift movement. "You two been waiting for me?" he asked, a smirk on his face.

"Six!" As soon as Six landed on the ground in front of them, Rex ran up to him and hugged him.

"Nice to see you, too, Rex." The two of them let go of one another. "The Plumbers made contact with White Knight and the Providence resistance, what few airships we've got left, they'll be repaired for the assault on Vilgax."

"Hopefully, whatever universe Vilgax's in right now, they've got air power like we do," Kevin said, changing back to normal, "if they haven't already been taken out."

Rex piped in, "That's a little of a problem. Van Kleiss was bragging a little while ago, and I think that universe fell, too."

Six held a hand up to his earpiece. "You hear that, Max? We may be heading into another warzone."

**Ultimate Spider-Man Universe**

**4**

"Ow!" Ben screamed while Ava was taking off the Band-Aid on his forehead. "Didja havta pull it off like that?"

She frowned at him. "Stop being a _baby_ and maybe I won't pull the stitches out."

Peter took a look at the can of beans he held in his hands. They were lucky they'd found as much as they did, because Vilgax and his goon squad of baddies were patrolling the streets night and day. The six of them were living in the sewers alongside Fury, Coulson and a few dozen SHIELD agents. And yet, after all the death and destruction that went on aboveground, J. Jonah Jameson was _still_ broadcasting, though now it was over the radio.

"J. Jonah Jameson here, for Daily Bugle Communications, and it's day three of New York's occupation by the alien Vilgax and his cadre of supervillains, but you know what steams me the most? _Spider-Man!_ He claims he's a hero, but where is he now? The city's basically a pile of ash, and he's nowhere to be found!"

Peter sighed. _Great, now I'm not a menace, but I'm not the hero I should be. I can't win with that guy._ He spooned some more beans into his mouth. "Hey, Fury, how about you change the station?"

"If there was anything else on, I would," Fury said, wiping sweat off his forehead. "Could you have picked a better spot for us to hide?"

"I doubt it."

Sam and Luke were slowly passing a basketball back and forth, trying to pass time by. That's all they were doing, until they were ready to go back out there and fight again. Ben was still recovering after the beating he took from Vilgax. By the SHIELD surgeon's reckoning, he'd broken two ribs, his left arm and nearly had one of his lungs punctured. His Omnitrix was helping the healing along, but it could only do so much.

Ava was their communcations officer, keeping in touch with the SHIELD units all around the city. SHIELD had set up a containment field around the city, and the baddies either couldn't or wouldn't go around it. Luckily, that had stopped the progress of Vilgax's invasion. Danny was a spiritual help, but even he knew that it wasn't a practical position, so he assisted Peter in scavanging runs for food for all the survivors in the sewers. Almost a hundred people were hiding out in the tunnels.

Sam stuck by Ben, mainly listening to his stories of alien invasions, cross-dimensional adventures and time-travelling craziness. They'd all learned quite a bit about most of the different villains. Vilgax was a Chimera Sui Generis from the planet 'Vilgaxia' (or whatever it was called before he renamed it), and he'd been Ben's greatest enemy, dating back to the very day Ben had put on the Omnitrix. Malware was a Galvanic Mechamorph, once an imperfect creature and then upgraded into the monster he was now. Black Knight had been the leader of an organization called Providence, in a dimension different from both Peter's and Ben's. Alpha was a creature made up of nanites, though it was a failed experiment and was incomplete without a specific nanite called the Omega-1, which was a part of Ben's friend Rex Salazar. Sam and Peter explained Doc Ock, the Goblin and Venom to Ben, while none of them knew who Van Kleiss was.

All the talk of the three different dimensions had interested Peter, who'd always been both a science whiz and a true believer in the parallel worlds theory. Each one was inherently similar—same cities and countries, though Latveria seemed suspiciously absent from the other two—yet certain people existed in one yet not in the others. Ben had no counterpart in either Peter's universe or Rex Salazar's, while neither Peter nor Rex existed in Ben's. The only true counterpart for Ben _was_ Peter and Rex. Each one had a team, worked for a government organziation and had either a family member or a very good mentor to look up to. It was all extremely fascinating stuff.

Peter sat down beside Mary Jane Watson, the girl of his dreams. Even covered in dirt and smelling to high heaven, MJ was beautiful. She smiled at him as he sat down. "So, what's going on, Spider-Man?"

"Don't call me that, MJ. I don't deserve to be called that anymore."

"Puh-leeze. You've saved this city a hundred times."

"And the one time I couldn't, the city was destroyed."

"And you'll save the city again, Pete."

"I don't know... this is way over all of us. Bad guys from three different dimensions, all working together to take them over. We've been in over our heads before, but this is over the world's head."

In so quick an action that Peter almost didn't believe it had happened, MJ leaned up and kissed him on the cheek. He felt himself blush and then realized exactly what happened.

"I'm sure you'll beat the pudding out of those guys for another one of those, huh?"

He smiled. "You kidding? I'll send 'em all back to their own worlds for another one of those."

**5**

Gwen looked at the destroyed remains of New York while SHIELD agent Sitwell briefed them about the situation. A few days ago, Vilgax and his team of bad guys levelled the city and set their sights on the rest of the world, but SHIELD had put up an energy barrier a lot like the one Providence used to keep Kiev closed off.

Kevin kept his arm around her, which she was grateful for. More and more, this was looking like a lost cause. At least in Rex's universe, the worst they had to deal with was robots. Now, they had robots and Vilgax himself, along with Malware, Black Knight, Van Kleiss and whoever else Vilgax had conned to his side.

"Ever since Director Fury went dark, the only signals coming from New York have been Daily Bugle Communications," Sitwell said, pointing to the hologram of the DBC building on the table, "though we have no way of knowing if Mr. Jameson is still broadcasting from the building or from any one of the sewer tunnels that almost a million people have taken refuge in."

Grandpa Max asked, "How many do you think are still alive in the city?"

"At least two million, maybe three. Some may have gotten out of the city before we erected the barrier, but probably no more than one hundred thousand."

White Knight looked over the hologram and pointed to what looked like an aircraft carrier in the middle of the city. "What's this?"

"That's the SHIELD Helicarrier, our mobile base of operations. We just got it back together when Vilgax split it in two."

"So, this Director Fury is in the sewers?" Agent Six asked.

"Yes, Director Fury had taken refuge in the sewers here," he pointed to Queens, "along with our young hero team and," he looked at Grandpa Max, "your grandson, Ben Tennyson. From the sound of things, your grandsome took the brunt of Vilgax's attack."

"It makes sense," Grandpa Max said, sighing, "we'd all thought Ben killed Vilgax just a few weeks ago. He would have wanted to take out Ben as soon as possible."

Sitwell nodded. He pointed at the Latverian embassy. "At one point, we used themoscopic imaging and saw Vilgax talking to this imprisoned person." He enlarged the image of the imprisoned man, and Gwen felt her heart skip a beat.

"Paradox!"

"Who?" Agent Sitwell, Agent Six, White Knight and Rex all asked.

"Paradox," Grandpa Max answered, "he's a cross-dimensional being, walks through time and space the same way any of us would a door."

"If Vilgax's got him locked up, then that's probably how he crossed dimensions," Kevin said, showing one of his rare moments of ingenuity. He was smarter than he gave himself credit for. "We've gotta get him out of there, then we can send them all back and keep them locked there."

White Knight shook his head. "No, we've all crossed the dimensions without this guy's help, and if it was time that Vilgax wanted control over, he could have kidnapped an evo called Breach, which means he's got something else his sleeve."

"He does _have_ sleeves, right?" Rex asked.

"Then Vilgax must want complete control over both space _and_ time, and harnessing Paradox's powers using nanites and Latverian technology is probably his plan at the moment, which is probably why he hasn't tried to escape the barrier," Six explained, almost as if he'd had it figured out the whole time. Rex was right, this guy _was_ resourceful.

Grandpa Max walked over to the window. "At all costs, we need to get in there and stop Vilgax. If he were to gain complete control over time and space, then he could recreate the universes in his own image. Only Paradox and Ben using Alien X could survive outside it all."

"No, not just them," Rex piped in, "I could, too."

"How?" Gwen asked.

"The meta-nanites," White Knight answered, as if it helped Gwen.

"What are meta-nanites?" Sitwell asked.

"They grant their users control over time, space, the elements, technology—everything. They practically make me a god," Rex answered. "But, I don't know if I can use them the right way anymore. I shut them off permanently."

"Then we may have to find out a way to turn them back on," Six said.

"I think I can handle that," a voice called out from across the room. Gwen didn't see anyone at first, but then realized why: it was Azmuth.

"Who the heck are you?" Rex asked, looking at the six inch tall alien in surprise and confusion.

"My name is Azmuth, creator of the Omnitrix and Grand Magister of the Plumbers, and believe me, nanotechnology like your nanites are so easy to decipher that I can't believe your dimension hasn't figured out how to cure the common cold yet." He took a look at Rex's hand, pulled out a syringe no larger than a thumb tack and pricked his index finger. "There. The meta-nanites are now once again under your control."

Rex flexed his hands. "Wow, how'd you do that?"

"As I said, nanotechnology is easy. The Omnitrix uses a level of nanotechnology so much more advanced than your own, which is probably why the nanites in Ben's system haven't done anything yet. The Omnitrix probably cancelled them out."

White Knight smiled. "Good, so we've got something resembling a plan. We'll need SHIELD's super heroes and Tennyson, then we'll activate phase two."

"Let's hope time is on our side," Grandpa Max said.


	6. Chapter 6

_**Chapter 6 – When Worlds Collide**_

**Ultimate Spider-Man Universe**

**1**

Vilgax flexed his muscles, feeling the nutritional fluids rush through his veins. It was only by the grace of fate itself that he'd been able to survive Tennyson's attack. Not the one suffered upon him at the Latverian embassy, no, that one was nothing. The one that had nearly killed him—truly, nearly killed him. Never before had he been so close to death, so close to actually _losing_. It wasn't a feeling he was familiar with, not by a long shot.

That his three hearts were now biomechanical was just one indicator of how much he almost lost. If only Tennyson had three of any of his organs, that way he could rip one out and let the pitiful human suffer without the chance of dying any time soon. Oh well, he'd nearly killed Tennyson at the embassy, and he would finish the job as soon as the child revealled himself again.

The remains of the SHIELD Helicarrier made an excellent throne room. From there, he had a perfect seat upon which to rule. Osborn wasn't too happy about it, but that was none of Vilgax's concern. He felt nothing but contempt and hatred for the so-called Green Goblin, a fitting name if ever there was one for the creature Osborn had turned himself into. He felt much the same about Venom, Osborn's unfortunate son; Octavius, the mechnotectacled freak; Black Knight, the beautiful sociopath; and Doctor Doom, the Latverian dictator who fancied himself a god. As far as trust went, Alpha and Malware were the only trustworthy ones, thanks to their nature as biomechanical beings slaved to their programming, whether they knew it or not.

The only one he respected was Van Kleiss. Ever since they joined forces in the other universe, Van Kleiss had secretly been trying to do away with Vilgax. As if anyone could keep such secrets from him. Vilgax was completely aware of Van Kleiss's attempts to kill him, starting with the nanites he injected and including the device Van Kleiss was forcing Doctor Doom to build in secret. Van Kleiss would not succeed, of course, but his attempts were admirable. The human truly was loyal to no one but himself. Just like Vilgax.

Osborn entered the room and knelt down in front of Vilgax. "My Lord, a group of transports foreign to this universe have entered New York airspace. Some of them look a little bit like Providence ships."

Under his mask, Vilgax smiled. It was about time. No doubt the ones Osborn didn't recognize were Plumber transports. Tennyson's family was no doubt there, his grandfather and cousin, and her Osmosian pet. Their liberating the other universe was likely why Van Kleiss had fled back to this one. "Do nothing. But call everyone here."

**2**

Twenty minutes later, Vilgax stood in front of his subordinates. Alpha had been restored to his final form thanks to Malware and Van Kleiss building him an Omega-1 nanite. It was time to enact the final part of Vilgax's plan.

"My friends," he said, throwing out his arms, "now is the time we begin our final operation. The dimensional constructor is finished, and our enemies marshall on the shores. Three dimensions worth of _heroes_ will be on their way to stop us any time soon." He walked down the makeshift steps that led up to his makeshift throne. "Soon, all three dimensions will be ours, and no one will be able to stop us." He stopped in front of Van Kleiss. "However, one of us will not be awarded his prize." Van Kleiss's eyes widened. "Did you think I was blind to your attempts?" In the space of one second, as Van Kleiss reached for a button on his arm gauntlet, Vilgax shoved his own hand into Van Kleiss's chest, straight through his heart. Blood began pouring from the human's mouth as his eyes stared forward in shock. Vilgax's cold, blood red eyes would be the last thing he ever saw. Vilgax pulled out of Van Kleiss's chest and watched as the human's body went limp and collapsed on the floor, blood pooling out around him. "I suggest that none of you consider dethroning me, lest you suffer the same fate."

**3**

"Ben? Ben? To anyone listening in on a SHIELD frequency, my name is Max Tennyson, calling my grandson, Ben Tennyson," the voice came over the radio. Ava quickly sprinted over to where Ben was resting and handed him the walkie. "I repeat, to anyone listening in on a SHIELD frequency, my name is Max Tennyson, calling my grandson, Ben Tennyson."

Ben held down the transmit button. "Grandpa! It's me! I can't believe you're here!"

"Ben, thank heavens," his grandfather sounded very relieved, "we know you're hiding down in the sewers, and we're about to mount an offensive on Vilgax and his forces."

"Who's we?"

"The combined forces of the Plumbers, Providence and SHIELD. There's enough of us here that we should be able to stop Vilgax's machines from taking this world the way they did Rex's."

Fury knelt down beside Ben. "Give me the radio, kid," he said, holding out his hand. Ben handed him the radio. "This is Nick Fury, director of SHIELD, who am I talking to?"

"Magister Max Tennyson, of the Plumbers. I'm also here with White Knight of Providence and your own Agent Sitwell."

"Put Sitwell on."

"I'm here, Director Fury."

"The situation on the ground is relatively hopeless. What few survivors are still in buildings will be caught in whatever crossfire we start with Vilgax and his squad of baddies. Is there any chance that you can draw them out onto the rooftops?"

"Well sir, we don't have to draw them out. They're already on top of the Daily Bugle Communications building."

"What?!" He turned to all the teenage heroes in the tunnel, "Everybody outside, _now!_"

**4**

Ben and the rest of them looked up at the top of the Daily Bugle Communcations building and saw the villains. Vilgax was holding something, something that looked an awful lot like an hourglass. _What is that?_

"Citizens of Earth—of _all_ Earths—I am Vilgax!" the loudmouth decided he wanted to shout. "And I am your supreme conqueror! The Plumbers, SHIELD, Providence! _None_ of you know what it is you're dealing with!"

"Where's Van Kleiss?" Ava asked, looking at the collection of villains. Ben realized that she was right: Vilgax was accompanied by Doctor Octopus, Black Knight, Malware, Green Goblin, Venom, and Alpha—Ben was disturbed to see that his Alpha Omega form had been restored—but Van Kleiss was nowhere to be seen.

"It is now time for you all to meet your day of reckoning!" He pressed a button on the hourglass-looking object. "Now _this_ is what it's like when worlds collide!"

Ben's first compulsion was to say _Hey, Vilgax actually listens to music_, but instead, he simply felt his eyes widen in horror at the implications of that statement. When worlds _collide_? What did that mean?

His internal question was answered quickly. The buildings around them began to shimmer, to fluctuate, to change. The sky flashed between full daylight, an overcast sky and nighttime. The street beneath them began to change, back and forth between cracked and clean over and over again. Ben had never gone through anything like this before, but somehow he figured that he knew what it was. Why conquer three universes when you can conquer one, and then merge it with the other two? That way, your evil army would already be in every city needed to take control of the world once they had all merged. Vilgax was a genious.

"Guys, there's gonna be a lot of confused people in a little bit, get your masks on and get ready to pick your favorite bad guy," Peter said, obviously having figured it out as well. Ben had to hand it to him, the guy was pretty smart. If only he could somehow get him to do his calculus homework...

Ben scrolled through his aliens, looking for the best one right now. He still wasn't back to 100% after that assault by Vilgax, but it would have to do. He'd need to pick the right alien to compensate. There! "I'd take a step back if I were you," he said to his new friends, "I'm about to get way bigger than you." He slapped the Omnitrix core down and felt the change come on. It was strange feeling your molecules stretch so that you now stood over three miles high, but it was easy to get used to once you'd done it a hundred times.

Now, where Ben had previously stood—and, about a mile and a half out in either direction—there now stood Way Big.

"Tennyson!" Vilgax shouted in pleasure. "It's about time you joined the fun!" Suddenly, weapons fire slapped the building he was standing on. A Plumber transport was now hovering over them, where the barrier had once been. "And the other Tennysons! Now isn't this one big family reunion!" He turned to Venom and the Goblin. "Take out their air support!"

"It's about time we did something," Goblin said, smiling. "Let's go, Venom."

The black-suited creature catapaulted up to the transport and began tearing metal away from the hull. Goblin hopped onto a glider and flew up there, tossing bombs at random spots on the ship.

"You're gonna pay for that, Vilgax!" Way Big shouted, pulling back his fist to throw a punch. He was stopped by something behind him. That was just about the time he realized that Alpha Omega was no longer at Vilgax's side, and the nanite creature probably retained its memory of everything it had changed into. He turned around and saw Alpha Way Big standing there, its own fist ready to punch. When Way Big landed on his back, he whispered, "Man, I hate that guy."

**5**

Rex was getting impatient. Nobody had told him that elevators on Plumber ships were so _slow_. He looked at Gwen beside him, she looked extremely calm. "Isn't the anticipation killing you, too?" he asked.

"Nope."

"But, while this thing takes its sweet time getting us to the outer hull, those two goons are destroying the ship."

"I know."

"But—"

She cut him off: "Look, I've fought in wars against aliens determined to eradicate humanity in the cause of racial purity, against Medieval knights fighting cross-dimensional life-sucking monsters, and against Vilgax himself." She turned to look at him. "This—I hate to say it, but I'm _at home_ here. Six years of my life has been dedicated to keeping Earth safe from monsters like Vilgax." She turned to face the doors again. "We'll get there when we get there."

Finally, the doors opened. The destruction was evident, but there was no sign of the villains who did it. Rex rushed out, already building his energy swords, but there was nothing. "Something's not right..."

"How right, hero!" Venom said, leaping onto Rex's back and tearing into him. Gwen fired mana bolts at the black suited creature, but she was quickly set upon by the Goblin, who dropped bombs right on them from above. She used a mana shield to protect them, but it was hard to keep up thanks to the continued bombardment. In the distance, she could see Alpha fighting Way Big, and hoped her cousin would make it out alive.

"Hey! Big 'n ugly!" she shouted, in Venom's direction. He turned and growled, drool dripping from his mouth. _So disgusting!_ "Get off of 'im!" She whispered one of her spells, which temporarily reversed Venom's gravitational orientation and sent him flying upward, as if the world had suddenly spun around him. "Rex! Get up!"

"I'm okay," he said, standing up shakily. Black Knight had done worse than Venom had. Speaking of Black Knight, where was she? He didn't see her standing beside Vilgax anymore. _Don't worry about it,_ he told himself, _there's too much to deal with here._ He built his smash hands, ready to pound Venom when he fell back onto the ship. Just for good measure, he slammed one of them right into the Goblin's face, knocking him off the glider. _One for the home team. Technically... Since my world's merging with this one._

**6**

Agent Six, Kevin and Rook stood on the deck of the second Plumber transport each one just starring at Malware and Black Knight, who also stood there, starring at them. It had become a very tense starring contest. Six stood there with his blades drawn. Kevin had taken on the metal of the deck. Rook's multitool was in laser mode. Malware's hands were a cannon and a sword. Black Knight had built two energy maces.

It was time to stop starring.

Kevin made the first move, changing his hands into hammers. He rushed Black Knight, only to be nearly knocked off the ship by Malware's sword. Malware then turned and fired off a shot at Six, who had jumped up brought his swords down where Black Knight had previously stood, only to see that she was whipping her maces out at Rook, who dodged each one and fired off six consecutive shots at Malware, who had flattened himself against the deck—literally—while trying to slice Kevin in half, who was busy slamming his hammer-fists into Black Knight's face.

Black Knight was knocked backward, her nose bleeding freely. Six jammed his swords into Malware's shoulder, but not before the Mechamorph actually hit Rook, knocking him into the elevator behind them. Six had no time to check him, but hopefully he wasn't dead. Kevin kept up his assault on Black Knight, hitting her in the stomach, the arms, the chest, the face. Soon, she changed her build from maces to swords, and cut an X through Kevin's metal covering and his skin underneath. The wound wasn't deep, but blood started seeping out between the slices in the metal.

In the meantime, Malware had grabbed Six by the leg and threw him over the side of the transport. Only very quick thinking and sharp blades kept him from falling down to the changing cityscape below. He jammed his swords into the side of the ship, and used them both to slow and stop his descent, and to climb back up to the deck. Thankfully, Rook had gotten back up, and was using the blade in his multitool to aid Kevin in attacking Black Knight. That left Six to deal with Malware. _I wouldn't have it any other way._

**7**

White Tiger slid right, while Doc Ock's tentacle went left. Iron Fist dodged and sent a charged karate chop down into the metal arm. Power Man was pushing him through the street in a variation of a football player's tackle, while Nova was shooting down robots that were literally coming out of nowhere, with Spider-Man's help.

Spider-Man had to admit, he was a little disappointed that, while all the other heroes fought baddies from the three different universes, they were stuck with Ock. But, then again, the fate of three worlds hung in the balance, he had no time to be disappointed. He just needed to fight.

Once Power Man slammed Ock into a building, Nova shot him with a nova blast and White Tiger jumped on him and started clawing at the device that kept his four mechanical tentacles attached to him. In a flash of sparks, the belt and harness fell off, stripping Ock of both his favorite weapon and his namesake.

Spider-Man walked up to him. "Okay, Ock, you're not the kind to go down by yourself, so what did ol' tentacle face have in store for us?"

Octavius now seemed scared, and rightfully so. He was facing down five super heroes, after all. "I don't know, but I know Van Kleiss was forcing Doctor Doom to build him some sort of device with the time walker's help."

"Time walker? Uh, okay... White Tiger, that mean anything to you?" She shrugged. "What about you, Iron Fist?" He shook his head slowly. "Yeah, time walker doesn't tell us anything. But you said Doom was building it, so that means it's back at the Latverian embassy, right?"

"Right, now just... just..." His eyes grew wide, and suddenly, a shadow loomed over all of them. Spider-Man turned around and saw Way Big falling backwards—right on top of them.

"Scatter! Make for the embassy!" Nova shouted.

And with an incredible _thud_, Way Big fell to the ground and changed back into Ben, but Octavius was no longer where he'd been left.

**8**

Under his mask, Vilgax smiled once again. Octavius was dead, yes, but that was unimportant. Soon, most of them would be, anyway. He watched as the 'heroes' battled his compatriots, all of them blissfully unaware of Vilgax's true plan. Only Van Kleiss was, and that was what he'd killed him for. The hourglass in his hands was filled not with sand, but with blood. His smile widened.


	7. Chapter 7

_**Chapter 7 – Time Is On Our Side**_

**The Universes**

**1**

Nova carried Power Man, Iron Fist and White Tiger ran, and Spider Man swung through the changing New York landscape, all toward the Latverian embassy. Spider-Man hoped it was still there, though honestly, no buildings actually seemed to be disappearing, just merging with other buildings. Maybe in the other two universes, the Wakandan embassy was where the Latverian embassy sat in their world.

When they arrived at the building, they found it untouched, for whatever reason. Spider-Man was initially nervous about going in there, because Doom could be in there, on Vilgax's side. Hopefully, they could get inside and take whatever it was that Doom had built for Van Kleiss and use it to stop Vilgax.

Their luck ran out as soon as they got inside, however, or so Spider-Man thought. Doom sat there upon his throne, looking, for all intents and purposes, like the most bored human being imaginable. _Wait, he _is_ human, right? How do we know this one isn't a Doombot?_

"Yes, young heroes," Doom said, almost as if he'd read Spider-Man's eyes, "your eyes do, indeed, see me upon this throne in boredom. This is what happens when you're forced to become a glorified weapons manufacturer for an intergalactic warlord." He stood up and walked over to a door. "Please, come with me." Reluctantly—and almost in a daze—the five heroes followed Doom into the room that he was leading them into. "This man calls himself Professor Paradox, and he says that you, Spider-Man, are to play a special role in today's events, though he refuses to tell me what it is."

The man was dressed like a scientist, and was held in a stasis tube similar to the ones you'd see in any mad scientists laboratory. He was very injured, with what appeared to be a broken arm and at least one long slash across his chest. Whoever he was, Spider-Man had never seen him before, so he probably wasn't from their universe.

"So, what's up, professor?" Spider-Man asked, tapping on the glass.

"Don't do that!" he shouted, through his breathing mask. "It's extremely annoying!"

"What are you doing here?" Power Man asked.

"Vilgax nearly defeated me in battle, and then used me to create a device to merge the universes into one, though he has no idea that it will cause all three universes to explode once they've reached full merger."

"Explode?" Nova asked, shocked. "As in, blow up? Go kabloowey? Cease to exist? There won't be a me anymore?"

"I do believe that is exactly what he means," Iron Fist deadpanned.

White Tiger narrowed her eyes at Iron Fist. "You can be a real downer sometimes, Danny."

Paradox cleared his throat. "Not to worry, children, that'll never happen. Right now, Ben is dealing with Alpha Omega, while the Providence and Plumber teams are dealing with Green Goblin, Venom, Malware and Black Knight. It won't be long now before the only one left to worry about is Vilgax, and he'll be stopped long before he destroys all three universes." He looked directly at Spider-Man. "You need to take that," he pointed at a device on the table that looked very much like Ben's Omnitrix core, "and use it against Vilgax. Van Kleiss had poor, poor Victor building it for his own nefarious ends."

"Yeah, speaking of Van Kleiss, what happened to him, anyway? Where is he?" Spider-Man asked.

"Vilgax killed him," Doom answered.

**2**

Diamond Head punched Alpha Omega's face with his right fist, while he used his left fist to hit him in the stomach—or, whatever passed for a stomach on a nanite creature. Rex slammed his smash hands onto the back of Alpha's head. Together, they knocked him down, but he wasn't out yet.

"You sure Gwen didn't need you up there?" Diamond Head asked. "I don't want my cousin dying up there because you wanted to have some fun down here."

"Don't worry about it," Rex said, smirking, "turns out goblins and freaky suits are no match for Anodites."

**3**

Gwen was almost getting tired of using Venom to hit the Goblin, and vice versa, but she couldn't complain. At least she didn't have to get her hands dirty. _Anodite powers are fun._

Goblin was getting tired, she could see, so she dropped him onto the deck, followed shortly by Venom. Neither one stood up right away, but when they did, they both fell right back down out of exhaustion. Now, she wondered how Kevin, Six and Rook were doing.

**4**

Malware went down quickly, almost too easily, but when Rook slapped the Mechamorph containment device on him, he was down and out for the count. The only one they had left to deal with was Black Knight, and she was very clearly tiring. She couldn't take the combined assault of three heroes at one time. Every build she made, every step she took, every attack she tried—it was all countered by either Kevin's metal skin, Six's swords, or Rook's multitool.

Less than five minutes after Malware was taken down and contained, Black Knight—former leader of Providence and weilder of one of the meta-nanites—surrendered.

"Smart move," Six said, taking off his sunglasses.

"So, now the only ones we have to deal with are the Alpha nanite," Rook began.

"And Vilgax," Kevin finished.

**5**

"What are we doing here, Webbs?" Nova asked as they walked the remains of the Helicarrier, directly toward Doctor Connors' lab. Spider-Man knew exactly what he needed in order to use the time-thingy that Paradox had given them.

"Ol' Doc Connors' lab, I left something there."

White Tiger said, "There's only one thing you leave in Connors' lab, and I still don't think you have the hang of that thing."

"It was quite instrumental in defeating Doctor Octopus when he stole Stark tech, though," Iron Fist brought up.

"And Spidey's been doing better with it," Power Man piped in, "remember? He only destroyed the basketball court last time."

Spider-Man slouched. "Yeah, you guys are just barrels of optimisim, aren't ya?"

Once they reached Connors' lab, Spider-Man saw exactly what he was looking for. The Iron Spider armor was developed specifically for him by Tony Stark—Iron Man himself. It contained standard Iron Tech weapons—repulsors, micro missiles, chaffing flares—as well as spider-like "legs" which could be used to scale buildings, should he choose not to use the repulsor jets. It also contained something that he was about to take out and replace—a miniaturized Arc reactor, the standard power source for all of Stark's technology.

"You sure this is gonna work?" White Tiger asked.

"No, _I'm_ not. But Paradox sure was."

"Why do you even trust that guy?" Nova asked.

"There was something about him, something I can't understand, but I know he was here to help, otherwise he wouldn't have given us this thing."

Spider-Man lifted up the Arc reactor and set it aside—hopefully out of harm's way, because if it was accidentally hit by an explosion, it could level half of New York, and that would mean three different New Yorks, thanks to the merging of the three universes—and inserted the device from Paradox. It fit almost as if it was meant to go there, and suddenly the suit was activated. With the help of his friends, he got inside the suit and could tell things were going to be a little different.

"Alright, guys, let's get back out there and help out Ben and the rest of those guys."

**6**

Vilgax yawned, in boredom. His fellow villains from three different dimensions were proving to be no match against the combined might of the heroes. Not that he expected them to win, but killing one or two of the heroes would have been enough. Oh well, the true final battle was about to begin. He could see it, thanks to the hourglass.

Alpha Omega was being taken down by Tennyson and Salazar, much as he had been the last time Tennyson had gone on a dimension-hopping adventure. It was only a matter of time before all the heroes focused their attention him. Too bad only Salazar and Tennyson—if the stupid human had the brains to select Alien X—would be able to last in the pocket dimension the final battle was to take place in. That foolish Spider-Man stood no chance.

"I hope all of you are ready," Vilgax said, his tone commanding. "It's time for the show to really begin."

**7**

Ben had no idea what it was Vilgax meant, but he hated the implications. He slid through the Omnitrix's selector menu and found just the alien he was looking for. It may not have done the job last time, but he had Rex and the other heroes on his side this time. _Let's do this, Alien X._ He slapped the Omnitrix core down and suddenly found himself floating in non-dimensional space. Two giant faces floated there, appearing to stare out in the distance.

"Ben Tennyson! It's so nice to see you!" Serena—the immortal choice of beauty and love—welcomed him.

"I suppose you're not entirely unwelcome," Bellicus—the immortal choice of anger and hate—sort-of welcomed him.

"Serena, Bellicus, look, I don't have time to explain, but Vilgax is still alive, and he's about to merge three different universes together."

"But that's impossible," Serena said, her smile turning into a frown, "not only did we make the universe a better place by destroying Vilgax, but to merge universes together would be to destroy them."

"Didn't your time walker tell you that?" Bellicus gruffly asked.

"No, actually, I haven't seen Paradox ever since... well, I actually don't remember, but somehow I think it had something to do with steampunk gear—anyway, that's not important. If the universes are going to be destroyed, then I need complete control of Alien X to stop Vilgax once and for all."

"I don't know, how do we know you'll use Alien X properly?" Serena asked.

"How do we know you won't screw everything up, like you did the last time?" Bellicus asked.

"Just give me enough control to stop Vilgax, I won't need anything else."

"What do you say, Bellicus? You always love a good battle," Serena appealed to her mate's desires.

"Fine. I grant you control over Alien X. Serena?"

"I also grant you control over Alien X."

Ben said, "Thank you, I'll make sure I don't cause more damage than has already happened."

And in a flash, he was back outside the non-dimension, with Rex waving his hand in front of Ben's face.

"Yo, _hermano_, you okay?"

"I'm fine," Alien X said, his voice a combination of Ben's Serena's and Bellicus's. "Meet Alien X."

"What does this one do?"

Alien X smiled, though it was hard to tell, since he had no real mouth. "Everything."

**8**

Spider-Man and his teammates reached Times Square, where Vilgax was now down on the street, holding the hourglass. Some kid in a red jacket—Rex Salazar, by Ben's description—and a weird humanoid thing that looked like somebody cut a hole out of space-time in the shape of a human were standing there. Ben was nowhere to be seen, so the guessing was good that the humanoid thing _was_ Ben, probably that mystical Alien X that he told them about.

"I hope you're all ready to die, heroes," Vilgax said, holding the hourglass over his head. A strange circular light started to emerge from it, inverting the colors of the world as it pulsated outward. Buildings started to crumble, glass started to shatter, the streets began to disappear. Spider-Man lifted off with his repulsor jets just as soon as the tidal waves of inverted colors reached him, He looked back at his team and watched them burst into a million pieces.

"No!"

"It's alright," Alien X said. Spider-Man turned to him and saw that he and Rex were as unaffected by Spider-Man was, "they're not dead yet. We're being taken into a pocket dimension, one that Vilgax can't control, even if he thinks he can."

"On the contrary, Tennyson, I am in _complete_ control."

Spider-Man landed back down on the 'ground' and walked over to Alien X and Rex. "So, what's the plan?"

"Yeah, Ben, this guy's caused you more trouble than us, you call the shots."

If there was an expression on Alien X's face, it was one of surprise, and understanding. Yes, Vilgax had caused Ben more trouble, but he'd destroyed Rex's world, and nearly destroyed Spider-Man's. They were all in this together. "Take the first shot you have on him and don't stop punching until either he's dead, or you are."

"Sounds about right to me," Spider-Man said.

"Me too," Rex smirked as he spoke.

"Three on one, Vilgax," Alien X said, his tone very steady, "and this time, we won't stop until you're dead."

Vilgax started chuckling, then broke into full blown laughter. "That's the best thing you've said in your entire life, Tennyson, because I'm about to do the same thing to _all of you!_"


	8. Chapter 8

_**Chapter 8 – Men of Action Unite!**_

**Pocket Universe**

**1**

Alien X drew the first punch, right into Vilgax's breathing mask. The alien didn't stumble, however, and simply batted him away. This paved the way for Spider-Man to fire his repulsor cannons, which Vilgax merely stepped out of the way of. Rex then took swings with his dual swords, though Vilgax dodged each attempt, then slammed his left foot right into Rex's chest, knocking him on his back.

Alien X leapt at Vilgax with a series of kicks that would have knocked any normal being to the ground, but Vilgax was not normal, in any sense of the word. The alien simple blocked each kick, then grabbed Alien X's foot on the last, then threw him a good fifty feet away.

At about that time, Spider-Man leapt onto Vilgax's back and clamped onto him, using the Iron Spider's pincers. He held him in place while Rex went to town on him with his smash hands. None of the blows so much as gave him a black eye, let alone knock him out.

Now, Vilgax went on the offensive. He drew his sword and swung it at Rex first, who blocked it by building his own sword. He held up his left arm—the one with the gauntlet—and aimed it at Alien X. X was lucky enough to dodge the laser blast just in time. Lastly, he pulled Spider-Man off of him and threw him at Rex, knocking the two of them down and cracking the Iron Spider suit along the side.

_Great,_ Alien X thought, _we're losing big time. We're putting everything we can into him, and he's practically laughing it off._ He rushed at Vilgax, swinging his fists right and left, but the villain did nothing but block the attacks. At one point, he made Vilgax double over by punching him in the gut, but it turned out that the villain was simply faking it, and he uppercut Alien X in the jaw. Blood—human blood—flew out of a deep slash on Alien X's chin.

Spider-Man tried to get onto Vilgax's back again, but the alien grabbed him by the head and threw him at Rex once again. This time, Rex attempted some metaphysical manipulation of his own, and stopped Spider-Man in midair. He balanced his fellow hero and then built his cannon. Usually, he could only shoot anything out of it if he had some sort of ground underneath him—rock, cement, dirt, anything. This time, however, he had to create it with his mind. He took aim at Vilgax and fired, sending a particularly large piece of gravel into the alien's face. Cuts broke out all over Vilgax's forehead and tentacles. _Well,_ Rex thought, _at least his blood's red, too._

Alien X saw his opportunity. He flew at Vilgax, fists aimed straight ahead. Once his fists connected with Vilgax's face, he spun around in midair and kicked himself backward using Vilgax's chest. The villain fell on his back, grunting in pain. It finally looked like they were going to beat the extraterrestrial menace.

And then Vilgax was suddenly behind Alien X. He reached around in front of him, grabbed X by the chin and the neck, and twisted. Rex and Spider-Man watched as Alien X changed back into Ben, and his limp body fell face forward.

Tears welled up in Rex's eyes. Ben was his friend, their friendship had formed quickly and strongly, and now he was no more. Vilgax had just snapped his neck, like it was a twig. It wasn't like TV, where sombre music would play as one hero died and another took up his sword to defeat the villain. It took one second, yet it lasted lifetimes.

Spider-Man felt tears slip down his own face. Though he hadn't known Ben long, watching him die was as depressing as it had been to see his Uncle Ben bleed out in his arms. _That's two Bens I've failed,_ he thought, balling his hands into fists. _No more._

As if they were one, Spider-Man and Rex charged at Vilgax. Neither one knew if they'd come out of it alive, they just knew that their friend was dead, and they needed to avenge him. After all, wasn't that what the Avengers had done? Sure, Spider-Man wasn't officially an Avenger, and Rex wasn't even from his universe, but who said you had to be to take up their cause?

Rex built his sword, Spider-Man fired his repulsors. Vilgax blocked the sword, dodged the repulsors. Rex swung again, this time digging his sword into Vilgax's left arm. Blood poured from the wound, but the alien wasn't winded yet. Spider-Man planted his foot in Vilgax's face and let the repulsor jets fire. One of Vilgax's eyes was now burned over completely, most of his face was scarred, but he wasn't dead yet. Vilgax pulled the sword from his arm, pulled Rex into the air, and brought him right back down hard. He did the same to Spider-Man, grabbing him by the leg. He repeated the attacks three, four times, each time worse than the last. Finally, he let them go and let them bleed.

Rex struggled to get up, but he did it. His right arm was almost completely useless now, the meta-nanites doing what they could to repair it as quickly as possible. When he stood up, Spider-Man looked down at his stomach. His armor was piercing his gut, and the blood was flowing freely. He didn't have much time left.

That was when it hit him. Time! Paradox was a master of time manipulation, and the liquid in the hourglass that Vilgax had set down to fight them was none other than Paradox's own blood. "Rex," he said, his voice little more than a whisper, "can you build that cannon of yours again?"

"I'll try, why?"

"Aim for the hourglass."

Rex used his left arm and tried the build. It took a few tries, but luckily, Vilgax was a little too distracted by his victory over Ben. Using the meta-nanites, he created a single bullet of metal, and aimed directly at the hourglass. "Hey, Vilgax!" The alien turned, his one remaining eye widened as he put together what it was Rex was doing. "Your time's up!" Rex fired, Vilgax tried to stop it. The bullet tore through Vilgax's chest—exactly where a human's heart would be—and then shattered the hourglass behind him.

The pocket dimension started shuddering, boiling, cracking, shattering, breaking, crashing—almost every type of destruction possible. Blood that had been seeping from their wounds started flowing backwards, right back into their bodies. Vilgax, however, remained as damaged as he was by their assaults. Ben did, too. Streets began reappearing, buildings rebuilt themselves, people who had dissolved from existence suddenly returned, all of them watching the two heroes still standing.

They had lost the one friend tying them together, but they had won.

**The Universes**

**2**

Everyone was silent. Max, Six, Nova, Rook, Holiday, White Tiger, Kevin, Bobo, Iron Fist, Gwen, White Knight, Power Man, Nick Fury, Rex and Spider-Man all stood around Ben's fallen corpse. Occasionally, sobs could be heard, but that was all. Hundreds of citizens stood outside the circle the heroes had formed around their comrade. No one said a word.

Finally, Spider-Man walked up to the body and spoke. "Ben was a hero. I don't think I really needed to say that, but it's true. He shouldn't have died." He took off his helmet and his mask. "I became Spider-Man because my uncle, Ben Parker, died when he shouldn't have. Now, Ben Tennyson—someone who wasn't even from my dimension—died when he shouldn't have. These two people are greater heroes than I can ever be, and both of them sacrificed their lives. I can think of no greater way to honor both of their sacrifices than by carrying on. That's what each and every one of us should do. Uncle Ben didn't give up trying to teach me a lesson when he died, and Ben didn't give up fighting Vilgax when he died, so we have no reason to give up." There were dozens—hundreds—of nods all around. Not just from the heroes, but the citizens as well.

Suddenly, a blinding flash burst over top of Ben's body, and Peter backed off. When the light subsided, there was Ben, completely okay, getting up from off the ground. Paradox was standing behind him. "That was a most touching speech, young Peter, and I'm certain your Uncle Ben would have appreciated it as much as Ben here does."

"Appreciated it?" Ben asked. "How could I? I was dead!"

"Yes, I know. Rex, come here, my lad."

Rex pointed at himself. "Me?"

"Yes, you. I need the three of you." Rex walked up to the three of them, and suddenly the world vanished from them. "Ah, there we go."

"What's going on here, Paradox?" Ben asked.

"What's going on here, is that I'm returning everything back to normal. All three universes will once again be separate, and you will all return to your respective Earths with your respective villains. With one exception, of course."

"Vilgax?" Peter asked.

"Yes. He caused so much trouble that I think the omniverse is much better off without him. He will remain dead, and you three will retain your memories of this event, but everyone else will forget it. Ben, to your universe, Vilgax will have truly died that day you were forced to kill him the first time."

"So, basically, none of this will have happened?" Rex asked.

"Essentially, yes. Of course, who's to say this is actually happening anyway? We could all be pawns in a game of omniversal chess, fantasized by some creative and imaginative force that even _I_ can't comprehend. Granted, the odds of that are about as great as monkeys flying out of my bottom, so it's probably best not to worry about it at all."

Ben looked at Peter and Rex. "Well, since this is probably the last time we'll see each other, I'm gonna miss both of you. We sure kicked a lot of bad guy butt."

"No kidding," Rex said, smiling.

"And I'd do it all over again," Peter said, "well, except for that whole 'friend dying' part. That'd I'd rather skip over."

"Me too," Ben said, laughing. "Alright, Paradox, put us all back where we go."

Paradox simply nodded, and then everything went white.

**Generator Rex Universe**

**3**

Rex sat up in his bed, everything completely normal. The universes weren't merged, the world wasn't in ruins, patrolled by a bunch of robots. Everything was back to normal. Bobo was snoring in the top bunk, his guns laying on his stomach, rising and lowering with his breathing. _Back to normal..._ he sighed.

**Ultimate Spider-Man Universe**

**4**

Peter sat up in his bed. His costume was haphazardly tossed into the clothes hamper (he'd have to hide that), his SHIELD watch was beeping. "Parker! Get your team together, the Lizard is breaking into OsCorp again!" Fury barked him. _Back to normal..._ he sighed.

**Ben 10 Universe**

**5**

Ben sat up in his bed. The alarm on the Omnitrix was beeping, telling him that he was almost late for school. His neck was a little sore, but that made sense after what had happened—that no one would remember. "Ben! Get to school!" his mother shouted at him from downstairs. He smiled. _Back to normal._

He tossed on his shirt and jacket, struggled to get his shoes on, then grabbed his book bag. "See ya, Mom!" he called out as he ran out the door, then slapped the Omnitrix core down and changed into Jetray.

**Paradox's Microuniverse**

**6**

"And so, they returned to their normal lives, quickly and easily." Paradox smiled.

A second being asked, "What if something like this happens again?"

"Ben, Peter, Rex... they're not just simple boys, you know. Their tests of strength, courage, honor, and faith have forged them into more than simple sixteen year olds. They're men now." Paradox turned to face the second being. "Men of action. And if they need to, they'll unite, again."

The second being nodded. "I'd tell you that you're probably right, Time Walker, but I have a feeling it'll go to your head, just like every other compliment does."

Paradox smiled. "You're probably right."


	9. Song Listing

Now that you've all enjoyed "Men of Action – Unite!", I'm going to let you in on a little secret: All the big beats of this story were written to music. It's because of this that I thought I'd leave you all with a track listing that you can use for those specific moments, they brought me more immersion into those scenes, helped me visualize them, and I hope they do the same for you.

Chapter 3, introduction of the villains and the fighting that ensues: "Requiem for a Tower", by Clint Mansell. From The Lord of the Rings: The Two Towers (specifically, one of the trailers, because I don't think it's anywhere in the movie itself, or else I didn't catch it)

Chapter 6, during the big fights between the heroes and villains: "Live to Rise", by Soundgarden. From Marvel's The Avengers (Marvel's Avengers Assemble in the UK, and other places)

Chapter 8, the fight between Vilgax and the heroes: "The Humbling River", by Puscifier. From their ablum "'C' is for (Please Insert Sophomoric Genitalia Reference Here)", I was introduced to it by the first trailer for Transformers: Fall of Cybertron

Chapter 8, Peter's eulogy for Ben: "Late Goodbye", by Poets of the Fall. From Max Payne 2: The Fall of Max Payne

Post Chapter 8 (credits, if you will): Reprise of "Live to Rise" by Soundgarden. From Marvel's The Avengers (Marvel's Avengers Assemble in the UK, and other places)

I hope this helps you on your second reading, now that you know the songs. Happy trails, good night.


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